Exhibit 4

                             AGREEMENT OF AMENDMENT

                                                      Dated as of March 15, 2002


     Reference is made to that certain  Revolving Credit and Security  Agreement
dated as of March  17,  2000 (as  from  time to time  amended  prior to the date
hereof, the "Credit  Agreement") among Belmar Capital Fund LLC (the "Borrower"),
Corporate  Receivables  Corporation  ("CRC"),  Corporate Asset Funding  Company,
Inc., as an assignee of a portion of CRC's interests ("CAFCO", and together with
CRC, the "Lenders"),  Citibank,  N.A. (together with its successors and assigns,
the  "Secondary  Lender") and Citicorp  North  America,  Inc.,  as agent for the
Lenders and the Secondary Lender (the "Agent").  Capitalized  terms used and not
defined  herein  shall have the  meanings  assigned  to such terms in the Credit
Agreement.

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date, the definition "Lender  Termination Date" set forth in Section 1.01 of the
Credit  Agreement is hereby  amended by replacing  the date "March 15, 2002" set
forth therein, with the date "March 14, 2003".

     The parties  hereto  agree that,  effective as of the  Amendment  Effective
Date,  the definition  "Secondary  Lender Stated  Expiration  Date" set forth in
Section  1.01 of the Credit  Agreement is hereby  amended by replacing  the date
"March 15, 2002" set forth therein, with the date "March 14, 2003".

     As used  herein,  the term  "Amendment  Effective  Date" means the later to
occur of (i) the date on which the Agent shall have  executed and  delivered one
or more  counterparts of this Agreement of Amendment and shall have received one
or more  counterparts  of this  Agreement of  Amendment  executed by each of the
parties  hereto,  and (ii)  the date on which  the  Agent  shall  have  received
certificates  of a Secretary  or Assistant  Secretary  of each of the  Borrower,
Eaton Vance Management and Boston  Management and Research  certifying as to (a)
the  resolutions of its Board of Directors or Board of Trustees,  as applicable,
approving  this  Agreement  of  Amendment,  (b)  that  its  representations  and
warranties  set forth in the Program  Documents  will be true and correct on the
Amendment Effective Date, and (c) immediately after the Amendment Effective Date
no Default or Event of Default is continuing or will result therefrom.

     This Agreement of Amendment may be executed in any number of  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which when taken together shall constitute one and the same agreement.

     THIS  AGREEMENT  OF  AMENDMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  agreement to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.


CITICORP NORTH AMERICA, INC.,           CITIBANK, N.A.,
as Agent                                as Secondary Lender


By:     /s/ Kimberly A. Conyngham       By:     /s/ Kimberly A. Conyngham
        -------------------------               -------------------------
Name:   Kimberly A. Conygnham           Name:   Kimberly A. Conyngham
Title:  Vice President                  Title:  Vice President


CORPORATE RECEIVABLES CORPORATION,      BELMAR CAPITAL FUND LLC,
as Lender                               as Borrower

By:  Citicorp North America, Inc.,      By: Eaton Vance Management,
         its Agent                          its Manager


By:     /s/ Kimberly A. Conyngham       By:     /s/ M. Katherine Kreider
        -------------------------               -------------------------
Name:   Kimberly A. Conygham            Name:   M. Katherine Kreider
Title:  Vice President                  Title:  Vice President

CORPORATE ASSET FUNDING COMPANY, INC.,
as Lender

By:  Citicorp North America, Inc.,
         its Agent


By:     /s/ Kimberly A. Conygham
        -------------------------
Name:   Kimberly A. Conygham
Title:  Vice President